Critical Spiderman
by Critical Marvel Master
Summary: AU. I own Nothing. Peter Parker is your typical college student. That is, until it comes out his father was a geneticist working on a super soldier project he tested on himself. Following the formula becoming active, Peter finds himself thrust into a world of heroes and villains. Can he become Spider-man, make the grade and maintain his personal life? Only one way to find out.
1. Peter Parker: College Student

**August 1992**

Richard Parker sat in his lab, working on the compound he and his partner, Dr. Farley Stillwell, had been developing, his usually neat brown hair slightly frizzy from where he'd been sweating due to the malfunctioning heating. The compound was an attempt to recreate the super soldier serum that had been used during World War 2 to turn Steven Rogers into Captain America. They were in phase two; phase one had involved figuring out a way of altering the genome of insects and arachnids to enhance their natural traits. Phase two revolved around infusing those enhanced capabilities into Human beings.

Unfortunately, not many people were overly eager to have their genes manipulated to involve those of spiders or scorpions. There was only one possible solution; either he or Farley had to act as guinea pigs. They'd already drawn straws to decide; Farley was to go through with the procedure to incorporate some traits from the enhanced spiders into his own genetics in the morning.

Richard knew his friend and partner was terrified; potentially, the procedure could kill whoever it was tested on. Or leave them horribly mutated. Or, worst of all, as far as their SHIELD bosses were concerned; it could do nothing at all.

He picked up the syringe on the desk in front of him. It contained the gene therapy they'd developed. He paused for a moment. If he injected himself, it would save Farley from having to be the guinea pig. It would also make Richard's boss, the SHIELD R&D director, Major Nick Fury, mad beyond belief at Richard, and god only knew how Richard's wife, Mary, would react, especially since she'd just started going on about having kids.

After a moment, he made his decision. He rolled up his sleeve, put the needle into his arm and injected the solution.

…..

Richard shot up in his bed, in a cold sweat. He looked at the clock on his bedside table. August 3rd, 0400 AM. Seven hours after he'd injected himself with the solution. He didn't have a clue as to how he'd got home or what had happened when he did. All he knew was he was now in bed with his sleeping wife, butt naked.

He swung his legs round and stood up, walking through to the bathroom across the landing from the bedroom. He turned on the light and looked in the mirror.

He looked like hell, felt like it too. Like he'd just been to a kegger like the ones he'd gone to in college with his old room mate, Curt. Richard hadn't seen the guy in years, not since they'd graduated. Last he'd heard, Curt was working on a number of small projects and working part time as a teacher at a high school in New York.

After a few moments, Richard turned off the light and walked back into his bedroom, climbing back into bed and closing his eyes. The formula had been useless for anything other than making him blackout and giving him a hangover. He and Farley would have to run tests in the morning.

…..

**September 1992**

Richard sat in the lab with Farley, pouring over results of the tests that had been administered to Richard a little over a month ago, after he'd injected himself with the formula. Aside from a few additional genetic markers and a slightly enhanced immune system, Richard had displayed no effects from the formula. None that made it worth worrying his wife by telling her he'd tested it on himself, anyway. This morning, however, they were going over the results for slightly different reasons.

"I'm telling you, Dick, we need to keep pushing forward." Farley said, pushing his long red hair out of his face as he pulled his glasses off "We've seen it makes the host healthier, it just doesn't do anything else."

"Farley, we need to take this back to the drawing board." Richard replied to the slightly taller man "We've seen what it does on someone who has a number of things in his system, don't forget, I've been taking anti allergenic medication since I was about six."

"Exactly, so imagine what it could do on a _healthy_ subject." Farley said, his mouth slowly forming a wry grin, before he looked past Richard "Oh, and look whose here for a social call."

"Mary!" Richard said, standing up as he saw his wife, her short auburn hair bouncing as she walked "We'll finish this later Farley."

Richard ran over to her, picking her up and hugging her while spinning her around. He looked at her for a moment as he set her down, seeing the smile on her face as her hazel eyes sparkled.

"You're in a good mood." Richard, said, grinning slightly "So, I didn't forget another one of our lunches. This is a good social call, right?"

"Yeah, it is." She said, virtually beaming as she led him over to the corner, out of Farley's earshot "I've got some big news."

"What is it?" Richard asked, seeing her smile only get bigger "Seriously, what? Have I got something on my face? Something left from those meatball subs Farley brought in this morning?"

"No, that's not it. You're the dumbest smart person I know sometimes." Mary said, still smiling "Richard, I'm pregnant."

Richard just looked at her, gobsmacked. He was happy with the news, sure. But something was playing on his mind; he hadn't had the genetic markers for the formula to work from. But what about the baby? Would the formula effect it at all?

"Richard? Baby, say something." Mary said, her face falling slightly "Richard, what's wrong?"

"Nothing, it's great." Richard said, forcing a smile "Totally great."

…..

**July 1993**

"I am telling you, this is a big problem!" Richard yelled "We don't know what kind of effect the formula could have on a child!"

"The same effect it had on their father; none!" Farley retorted "I'm telling you, your son will be totally normal, maybe have a better immune system than other kids."

"He's always sick, Farley." Richard said, quietly "He's paler than any other baby I've seen, something's not right with Peter."

"It'll clear up. He's barely 2 months old." Farley replied "Relax, Dick, it'll all be fine. We just keep working on the project and-"

"Screw the project!" Richard yelled at Farley, his eyes white hot with rage as he turned and walked out, calling back "You're off my project, Farley. I have to go take my wife and son to an appointment at the hospital, I want you gone by the time I get back."

Farley just stood there, looking after Richard. He knew what he had to do.

…..

Farley sat outside of Richard's house. He'd seen Richard get out of the car to go and get Mary and Peter from inside the house, which gave him a few minutes.

He quickly and quietly moved to the car, laying down and pulling himself underneath it. He pulled the knife in his pocket out and put it to the brake line, beginning to cut through it. After a moment, a thin stream of the horrible tasting liquid splashed in his face and mouth. He quickly pulled himself out from under the car, turning his collar up and putting his hands in his pockets as he walked away.

He hadn't wanted to do it. But he wasn't letting anyone, not even Richard Parker, take away the project he'd spent his entire adult life working on, _his_ project.

…..

**May 2012**

Peter Parker sat in his biology class at Empire State University, alone, as always. He was getting ready for finals, and he knew he could already take them if he wanted. He'd always been good with his mind, one step ahead of just about everything. Still got picked on at every turn, mostly by the idiots who felt threatened by his intelligence, some alpha male thing.

He brushed his two inch, dark brown hair from in front of the square rimmed glasses hiding his hazel eyes as he sat there, leaning his head on his left hand, his elbow on the desk in front of him. Curt Connors was a good professor, sure, but the man had the personality of paint thinner, at least while teaching. Outside of the classroom, he was a little better, but not much.

"Okay, read chapters twelve through fifteen tonight. I'll see you all tomorrow." Connors said as the bell rang, everyone but Peter walking out "Something I can do for you, Mr. Parker?"

"No, just sitting." Peter said coolly, almost without emotion "Can't be bothered with my plans for tonight."

"Plans?" Connors said, making his way up to where Peter was sat and taking the seat at the desk a few seats across from him "What kind of plans."

"It's been five years." Peter said calmly as he stood up, adding sharply "That's all I care to say on it."

Peter walked down and out of the room, leaving Connors sat there alone. Peter didn't dislike Connors at all; actually, he was probably Peter's favourite teacher at the university. Didn't mean he wanted to talk about what he had going on.

As he turned the corner, his cell phone went off. Peter pulled the blackberry curve from it's holster in the green strap on his backpack, pressing the green button to answer the call.

"Hello?" He said, walking down the hallway with the phone pressed to his ear.

"Peter Parker, where are you?" The voice of Peter's aunt, May Parker, came down the phone "At the rate you're going, we're going to be late!"

"Aunt May, I just got out of class, I'm on my way." Peter said "I'll meet you at the cemetery, okay?"

"Fine." May replied, her voice exasperated "Honestly Peter, I thought your Uncle Ben and I had raised you to be more punctual. If he were alive-"

"Well he's not alive, is he?" Peter snapped "The cancer saw to that. Cancer and all the years of smoking that caused it. I'll see you in half an hour. Good bye."

Peter hung up before his aunt could get another word in. Their relationship had been strained since he'd chosen to move out of the small borough house that he'd been raised in by his aunt and uncle after his parents' death and into an apartment in the city with his friend Debra, a girl from his class he'd known since he starter high school. It hadn't been anything to do with the old lady; Peter did love her, not that he ever told her that. It was just cheaper to rent the apartment with Debra than it was to pay fares into the city from Queens.

She had, of course, tried arguing it, but Peter had swatted everything she said down. He was too much like his uncle in that way; stubborn and sometimes a little headstrong. Apparently, his father had had the same mentality, not that Peter would know about that, since his parents had died when he was practically a newborn baby.

As he walked out of the university building, absent mindedly walking across the campus, he heard a blaring car horn and the screech of car tires attempting to stop, scarily close. He looked to his left just in time to realise it; he was in the middle of the road and the black Mercedes was screeching towards him at high speeds.

…

Peter felt like he was floating, catching snippets of conversations, some voices he recognised, others he didn't.

"He's going to be okay, right?" Debra's voice said, full of panic "I mean, it's nothing major, right?"

"It's too early to-" The voice of a man, probably a doctor or a nurse or something like that said before Peter blacked out again.

…..

"Doctor, how is my nephew?" May's voice was all too familiar, much less panicky than Debra's had been however long ago "Is there anything I can do to help? I used to volunteer as a nurse at-"

…..

Colonel Nick Fury sat in his office on the SHIELD carrier-base, which was currently parked in the Hudson. The SHIELD Deputy-Director was perusing paper work. His boss, the Director of SHIELD, Brigadier General Rick Stoner, had been delegating just about all of it to Fury, while Major MacDonald Gargan, the head of SHIELD's military operations, was being given more or less unilateral control on what he did.

It was no secret that Gargan was Stoner's favourite staff member, though the reason behind it had been all but covered up; being the bosses younger half-brother gave Gargan free reign over what he did, and meant that Stoner would turn a blind eye to Gargan's _very_ aggressive behaviour; it was no secret that Gargan enjoyed beating his subordinates to within an inch of his life when annoyed.

However, none of that ever reached the reports Fury saw. As he picked up a file from the desk, he glanced over the name, setting it down before doing a double take at the file and, specifically, the name on it.

Parker.

He picked up the file, opening it up. Inside was the image of a brown haired Caucasian man in his early to mid thirties, another photo behind it of an auburn haired woman, a little younger than the man. Fury pushed the two photos aside, picking up the file and skimming through it.

Richard Parker had worked for SHIELD for eleven years, being recruited by Fury personally right out of college. He and his wife, Mary, had been killed in a car accident nineteen years ago; their baby son, Peter, had barely survived, and their lifetime health insurance had been transferred to him, pending approval from the SHIELD Director or his Deputy.

Fury skimmed through the file and the request for insurance confirmation; Peter Parker had been hit by a car and was in critical condition. He was due to undergo surgery and a transfusion, pending the confirmation of insurance, since the remnants of his late uncle's policy had been eaten up by Peter's care for the last week.

Fury paused for a second, going over the blood work shown. High probability of survival and, simply put, Fury _owed_ Richard Parker, after he'd advanced their attempts at a working Super Soldier project further in his eleven years at SHIELD than his assistant and successor, Farley Stillwell, had in the six years he'd worked with Parker and the nineteen years since his death.

As Fury was about to stamp it as approved, he noticed what the notes showed; unusual genetic markers, _unstable_ genetic markers. They were familiar; the same ones that had been predicted in Richard's notes, but without a stabilising agent, there was no way they could take hold and, more importantly, no way a blood transfusion would take.

He rummaged around his desk, looking for a medical file he'd been reading earlier, finally pulling it out. He glanced at the file, double checking it was what he was looking for. He'd have to get another blood sample from Rogers, but if they transfused the existing one into Parker, the original Super Soldier formula from World War Two in Rogers' blood _could_ stabilise the formula in Peter's. Or it could kill him.

After pausing for a moment, Fury pulled up the necessary forms, authorising requisitions and transferring assets, before stamping the insurance request as approved. A second later, he pulled up his contact line with the hospital, sending an e-mail to the SHIELD liaison there, telling him to postpone the transfusion and surgery until the blood sample got there.

As he finished, he sighed and leant back in his chair, running his hand over his shaved head, being careful to avoid the strap of the eye patch he wore over his left eye. He had to wait now until he got the results of the surgery back.

…

**Okay, so this is it; Critical Spider-man. If this is well received, I'll be branching off into a whole Critical Marvel continuity, which groundwork will be laid for in here. However, for now, Critical Spider-man is it. Remember, this is an AU, some things will be the same, others will differ; there will be _no_ radioactive or genetically altered spider here. What we will see is Peter Parker being a little different than we're used to; he's in the 21st century, he's not one of these book wormy geeks like he's been in the past, he's just someone you either love or hate who speaks his mind. Anyway, R&R, please, no flames.**


	2. Peter Parker: Super Human

Peter slowly came too. He was laying in a hospital bed, a drip attached to his left arm, with a nasal-gastric tube in his left nostril. How long had he been out?

He looked at his bedside, seeing what looked like half a flower shop on the bedside table and dotted around. Debra was sat at the side of the bed, a cup of coffee in her hand and her long blonde hair tied into a ponytail, as always, while May was passed out in a chair, her short grey hair in a semi-spiked style, though that may have been caused by the way she had her head leaned against the back of the chair at that moment in time.

"How long was I out for?" He asked as he slowly sat up, pulling out the tube from his nose as he did.

"About two weeks." Debra said, smiling at him as she pulled out a pair of his square rimmed glasses from a backpack by his bed and holding them out to him "Here, figured you'd want to be able to see."

"Thanks Debs, though I'm actually seeing- Hold on, did you go into my room?" Peter said, sitting up straight and cocking an eyebrow "I thought there was the whole 'we don't go into each other's rooms' rule."

"Only when the Chinese menu's on the handle." She corrected him "Mr. Wang's. Where'd you think of that?"

"Saw it on How I met Your Mother. Couldn't believe we found a real place with the name." Peter answered, pulling out his drip and wincing as he did, before standing up and grabbing the pair of jeans draped over the one empty chair by his bed "I'm out of here, I'll see you later."

He quickly pulled on his clothes, ignoring her protests. He was glad May was a sound sleeper; even with peter having had major surgery last week, she would've probably got him in a chokehold and pinned him to the bed with one hand tied behind her back.

Fortunately, Debra was more into _theories_ than _practical_ work. Hell, one of her exes had once told Peter something similar that Peter wished he could have unheard. As he walked down the corner, he began to get a weird ringing in his ear, coming from round the next corner. As he neared the corner, he pressed himself against the wall just in time to avoid the bed that was being wheeled through bowling him over.

He began to move away from the wall, but felt a kind of resistance as he tried to pull his fingers away, as if they were stuck to the wall. After a half-second of trying, he pried his fingers away from the wall, looking down at them.

It was weird, like a kind of thin layer of hairs or something were on his fingertips. As he looked at them, he saw the hairs slowly retreating back into his fingers. What the hell was happening to him?

He spun on his heel, Debra bowling into him and knocking them both to the floor, landing on top of him. It was then that he noticed that same ringing he'd heard before coming from the direction Debra had ran into him from.

"What the hell did they give me?" He asked her, his tone worried.

"What do you mean?" She asked, half laughing before her tone became more serious "Peter, what's wrong?"

"I don't know…" Peter said, before thinking things through.

It could be some kind of mutation. Oh god, was that it? Was he a mutant? He'd seen how they were treated on the news, he couldn't go and tell anyone that he might be one of them.

"It's nothing, just groggy, that's all." He said, smiling before he realised the position they were in "Uh, Debs?"

"Yeah?"

"You want to get off me?" He said, grinning at her.

"Yeah." She said, before she turned red with embarrassment and quickly stood up "I mean, yeah, sure. You need help."

"Yeah, I'm cool." Peter said, trying to jump up and ending up on his feet about six feet from where he started "Wow, I guess they had me on the good stuff, huh?"

"Yeah, guess they did." She said, looking at him for a second "You know, Peter, you're built like a brick wall."

"I am?" Peter said, looking down at himself.

She was right. He was still fairly wiry, but there was definite muscle mass. More than there had been before.

"I guess I am." He said, finally, a small sheepish grin on his face "Anyway, I'm out of here Debs, I'll talk to you back at the apartment."

"Peter, you've had major surgery and just woke up from a two week coma, you've got to let them look at you." She replied adamantly.

"I'll be fine. See you at home." Peter said, turning and walking away, sticking his hand in his pocket before turning on his heel and walking back to her "Where's my phone?"

"In the room." She said, smirking at him "So I guess you _have_ to go back."

Peter muttered a string of swear words under his breath. He hated when she caught him out, which happened more often than he cared to admit. Of course, he had a tendency to kick her butt academically… And at foosball. Swings and roundabouts, all that.

He grumbled to himself as she led him back to the room, picking up his backpack and pulling his cell phone from it, holding it above her just out of his reach; he hated when she wore those three inch heels of hers; they made her usually five foot nine frame an inch or two taller than his five eleven. Damn his genetics and shortness.

He sulked all the way back to the room, knowing she'd got him beat. As he got there, barely heeding the ringing sound coming from the direction of the room, he found May awake, her hair slightly neater but still a mess, talking to a tall, bald African American man in his forties, an eye patch over his left eye, wearing a slim fit black suit with a pale blue shirt and black tie. Stood beside the man was a younger, Caucasian man in his mid to late twenties with blonde hair and blue eyes, wearing a military uniform with Captain insignia on his shoulder.

"Ahh, Peter, this is, what was it, Mr…?" May began, waiting for the older man to reply.

"Colonel, ma'am, Colonel Nicholas Fury, and this is Captain Steven Rogers." The African American man said with a small smile, seeing the look on both May and Debra's faces, apparently something that was over Peter's head "No relation."

"Right." Peter said, shifting slightly awkwardly "About those specs I downloaded, they were well within the public domain. Besides, my father helped develop that aerosol delivery system and-"

"We're not here about that. The system was proven not to work anyway." Fury said "Mrs. Parker, Miss. Whitman, could you please give us some time in private?"

"Come on Mrs. Parker, you could probably use a coffee." Debra said, quickly ushering May out of the room, mouthing a 'good luck' to Peter.

He stood there facing the two men. He found himself looking around the room, scoping all the exits. The best one he could think of was the window, no way they'd follow him out there, but they had to be on the third or fourth floor, he'd just fall and end up back in the hospital. Unless…

He charged at the window, diving out of it, narrowly ducking under Rogers' attempt to grab him along the way. He found himself in free fall, spinning in the air and reaching out. If he was right, he just had to make contact with the wall, and then.

It worked! The hundreds of tiny hairs extended from his finger tips, adhering to the wall and slowing him to a halt, causing him to stop with a sharp yell of pain as his shoulder muscles pulled.

He began to slowly ease himself down the wall. This was totally weird. One day he was getting hit by a car, the next one, that he was awake for anyway, he was scaling walls with his bare hands and sensing risks before they showed up. What the hell was happening to him.

As he reached the ground, the ringing started again, coming from above him. He looked up in time to see a large green figure descending from directly above him, landing on him and pinning him to the ground.

"That was a really idiotic move, kid!" Rogers yelled at him, holding Peter down, barely managing to keep him there against Peter's protests "You could've killed yourself!"

"So could you!" Peter yelled back, kicking Rogers off him "How the hell did you survive that fall?"

"Same way you did, kid, more or less." Rogers said, standing up and facing Peter down "Look, we're not going to hurt you, we just want to talk. If, after ten minutes, you don't like what we have to say, you're free to go. We got a deal?"

Rogers held out a hand to Peter, standing his ground firmly. Peter hesitated for a moment. After weighing out the options, Peter stepped forward, shaking Rogers hand.

"Ten minutes." He said simply _"And_ you tell me how the hell you survived that."

"Part of the pep talk, kid." Rogers said, smirking at him.

"Stop calling me kid." Peter responded "Only my uncle calls me that."

…

"You told him _what?"_ Fury said, half glaring at Rogers "Cap, _you_ don't make the deals while I'm around."

"Fury, you're always saying I should take the initiative." Rogers replied, looking through the window into the hospital room where Peter was sat on the bed "Besides, you said we want him."

"I swear, you super hero types are going to be the death of me." Fury grumbled before walking into the hospital room, leaning against the wall opposite Peter while Rogers stood at the end of the bed, his posture slightly more tense than Fury's "So, Peter, do you mind if I call you Peter? Well Peter, we're here to talk about you. Specifically, your genes. What do you know about project: rebirth?"

"Not much, some World War two super soldier deal, Captain America came out of it." Peter replied, cocking an eyebrow "Why? You about to say I'm his illegitimate grandson or something?"

"Funny, but no, not exactly." Fury said, half smirking "Captain America was to be the first of a new breed of super soldier. However, an assassin called the Chameleon killed the scientist responsible for the super soldier formula before destroying the only copies."

Peter sat there. This was why he had a military Colonel and military Captain in to see him? To give him a history lesson about Captain America, a guy who'd been dead for best part of a century?

"Fast forward six months. Captain America is reported missing, presumed dead, somewhere over the arctic circle. The Strategic Hazard Intervention Espionage Logistics Directorate is formed in an attempt to plug the vacuum left by Captain America's disappearance in our black ops. Yeah, we used him for that." Fury said, turning to Rogers "Isn't that right, Cap?"

"Yeah, it is." Rogers replied, half grinning at Peter "I'm Captain America, Peter. The aircraft I was on crashed in Antarctica. I should've died, but didn't, because of the super soldier formula in my system. It allowed me to maintain a perfect medical condition inside the ice, although my body's aging slowed to a crawl. I was recovered by SHIELD eighteen months ago, spent that time re-acclimating to the world. Last week, the super soldier formula helped stabilise your condition."

"Sorry, what?" Peter said "You're saying you're best part of a hundred years old? And that somehow, I have a formula in my system which was all but destroyed over half a century ago?"

"Exactly, kid." Fury said, Peter grimacing in response "Your father worked for SHIELD for all of his adult life after college, trying to recreate the formula. He and his partner, Dr. Farley Stillwell, based their research around arachnid characteristics. He tested the formula, a formula with spider DNA sequencing, on himself. You were born a little over nine months later. When you were hit by that car a fortnight ago, your blood work showed traces of the serum, so our man in this place, he sent me a copy. We switched one of your transfusion bags out for a sample of Cap's blood, it acted as a stabilising agent. It also caused your father's formula in your system to go active. That's why we're here."

Peter sat there, trying to digest everything. He'd always been told that his father had been working primarily in medicine; the aerosol system that had been developed by him, while innately flawed, had apparently just been a side project he'd been working on with some corporate scientist, Norman something. Now he was being told that his father was developing some kind of bio-weapon… And that _he_ was the fruition of that project.

"You're not here about the aerosol system?" Peter finally said "You're here because I'm, what, a mutant?"

"No, not a mutant." Rogers said, walking over to him and sitting beside him "Peter, you're the next level. We're here because we were hoping you'd consent to giving us a blood sample. SHIELD can use it to stabilise Dr. Stillwell's research, to give it the results that are needed. Using my blood can only stabilise it after it's been injected and integrated into the Human system already, and there's a very high chance it won't bond properly to the host DNA; it didn't to your father's, only to yours because of markers from your mother's blood. Please, Peter, just do this and we won't ask any more of you. This could really help people."

"Fine." Peter said, holding out an arm and closing his eyes "Just take the sample and go."

"Not that easy, kid." Fury said, standing up straight as Rogers also stood up "Come on. It's time we show you where your dad used to work. Stillwell will talk you through everything. Who knows, you might just be surprised by what you find out."

Peter suppressed the smirk. The odds of him learning anything else that would surprise him was slim; at this stage, nothing else would. Still, it would give him a chance to see what he was capable of. He just had to make sure of one thing.

"I'll come." Peter said finally as he stood up "But only on one condition."

…

**Okay, so this is part two of the origins. Peter's got the powers, but he doesn't know _anything_ yet; his being able to wall crawl was just his survival instinct at work. I'm not going to give anything else away, other than the costume; he's not going with the traditional red and blues initially. Instead, he's going to have a costume based on Kaine's Scarlet Spider costume from the modern comics. R&R, please no flames.**


	3. Deal

Peter sat in his seat in the helicopter, playing call of duty on his phone. Fury and Rogers were both sat opposite him. They'd left the hospital about fifteen minutes ago. Apparently, they were under two minutes out from the facility they were heading to. Peter found that hard to believe; they were flying over the open river, and all that was visible on the land to either side was storage units.

Then, he clocked it.

A large aircraft carrier was on the horizon, fast approaching. It was then that Peter noticed that the helicopter was descending, quickly. After a moment, there was a jolt as the copter hit the deck of the carrier.

"Last stop, kid." Fury said, standing up as Rogers did the same, waiting for Peter to stand as well "Well, you coming?"

"Okay, let's get this over with." Peter said, standing up and hopping out of the copter as the pilot opened the large sliding door to his left "The sooner this is done, the sooner I can go."

"Peter Parker!" A voice yelled from across the deck, being barely audible over the still slowing blades of the helicopter "Over here!"

Peter turned to see a man in a white lab coat with a receding red hairline, flecked with grey. Under the coat, he wore beige trousers, a pair of trainers and a blue shirt, unbuttoned with a black t-shirt underneath it. He came running over, grabbing Peter's hand and shaking it vigorously.

"Peter Parker." He said, beaming "I'm Doctor Farley Stillwell. I worked with your father. Is it true? Did it really work?"

"Uh…" Peter said, unsure what to say as he freed his hand from the doctor's sweaty grip.

"It worked, doc." Fury said "We can talk about it inside. Away from people without _clearance._ You do understand that word, right?"

"Ah, yes, of course, well, let's get to it!" Stillwell said, his tone excited "I can't wait to see this. Finally, we can complete stage two!"

Stillwell half ran off as he led the way through the carrier, with Peter walking beside Rogers behind Fury.

"Stage two?" Peter said to Rogers quietly as they rounded the corner "What's stage three?"

"Human trials." Rogers said, adding "It was the phase he and your father were on before your parents died. It's taken Stillwell the best part of the last two decades to get back to this stage. Didn't help that he shifted the focus."

"To what?" Peter said, raising an eyebrow "If he shifted focus, how do you know my blood will stabilise anything?"

"it's not that far removed, kid." Fury said, not turning to face Peter as he spoke "He just shifted the focus to scorpions instead of spiders. They're both still arachnids."

"Right…" Peter said "A bug's a bug as far as I'm concerned."

They turned the final corner and walked through the doorway into a kind of lab. Stood there was a fairly short Caucasian man in an Air Force General's uniform with white hair and glasses, with a taller, more muscular Caucasian man with a shaved head in an Army Major's uniform stood beside him.

"Gargan, who let you out of the cage." Fury said, not hiding his disdain for the bald man.

"Funny, Nicky." Gargan retorted, a smirk on his face "General Stoner thought I should meet the kid, since the formula they're making from his blood's going to be going into _my_ body."

"What was that?" Peter said, his face shifting into an expression of shock "Formula _made_ from my blood? I thought I was just going to be providing a sample to _stabilise_ it."

"You are, Gargan's just an idiot." Fury responded, not taking his eyes of Gargan, whose expression had twisted into a sneer.

"I figured by the look." Peter said, grinning at Gargan "You know, you remind me of a guy I went to school with."

"Is that so?" Gargan said, smirking again "What was he, Captain of the football team?"

"Yeah, but that's not why." Peter said, still grinning "I was surprised that he could string a sentence using words _longer_ than a single syllable together too."

"Why you little…" Gargan said, his fists clenching.

As Gargan began to slowly move towards Peter, Peter began to hear the same ringing as he had back in the hospital, coming from Gargan's direction. Half a second later, Gargan began to charge towards Peter.

Peter waited until Gargan was almost within arm's reach before ducking under the lunge, springing back up with an uppercut to Gargan's jaw, hearing a sickening crack as his fist made contact. As Gargan staggered back, Peter heard the same ringing as before, coming from two, no, three, wait… Six directions around the room. He quickly looked around, seeing multiple weapon turrets all pointed directly at him.

"Lemme at him, Rick." Gargan said, spitting blood out onto the floor, his voice slurred "Or better yet, let me give the order. We only need his blood right? So we can paint the walls with it!"

"Stand down, Major!" Stoner said, his tone very no-nonsense, and his voice having the same kind of accent as Gargan's.

"But Rick," Gargan yelled aggressively "this _kid_ just made a mockery of SHIELD! He made a mockery of-"

"Of _you,_ Gargan." Fury said with a grin, not trying to hide his amusement "Can't say I didn't enjoy seeing it."

"Screw you, Fury!" Gargan spat, beginning to walk out, bumping into Peter forcefully as he walked past, muttering in a barely audible whisper "Watch yourself, kid."

Peter stood there, looking between the men left in the room. After a moment, Stoner nodded to Fury and Rogers, ignoring Peter and Stillwell as he walked out.

"You'll have to forgive the General, pleasantries aren't his best skill." Rogers spoke up "Still, he does his job well."

"If you like a guy who gives his brother a major case of favouritism someone who does his job well." Peter heard Fury mutter under his breath.

"Peter, could you come over here, please?" Stillwell said from where he was stood by a bunch of test tubes and other scientific equipment, a syringe in his hand.

Peter walked over, sitting down on the chair in front of Stillwell and rolled up the sleeve of his shirt, looking away from the needle. He could hear the ringing coming from Stillwell's direction as he felt the needle pressing and then penetrating his skin, the ringing slowly dying down as the needle was removed and a piece of cotton wool put over the wound and taped to his skin.

"There, all done." Stillwell said, smiling at Peter "You do look like him, you know? Except the eyes, they're more like your mother's."

"So you knew both of them?" Peter asked, rolling his sleeve back down "It wasn't just you sat here in the lab with my father, nine to five, then went home and never spoke?"

"No, I knew both of them, and your Aunt and Uncle. They were like family." Stillwell said, his eyes glazing over slightly "It was such a shame when they had that car crash. Brake line severed, tragic."

"Severed?" Peter said, cocking an eyebrow, turning to Fury "My parents' car had the brake line cut?"

"It's a theory that was never proven." Fury said grimly, glaring at Stillwell.

Peter looked between them. He knew his parents had been killed in a car crash, and that he, as a baby, had been held in a critical care unit for six months. His Uncle Ben had always told him that his survival was a miracle. It had been the thing Peter had heard his Uncle say most, other than what he'd always said most people who sought power didn't understand; With great power, comes great responsibility.

After a second, Peter snapped back to reality. His parents had possibly been murdered. He'd never been told, and, from the looks of things, no one had intended to tell him that either.

"You should've told me, or my Aunt and Uncle should have!" He yelled, glaring at Fury, before looking to Rogers "Did you know about this, boy scout?"

"Before I was here, Peter." Rogers replied, his tone calm "I told you, I was only found and thawed out eighteen months ago."

"Whatever." Peter said, turning to Fury "I want to go home."

"Kid, you can't do that, we need to talk you through this." Fury said, trying to calm Peter down "If you don't know what you can do, how strong or how fast you are, you could hurt someone, maybe even kill them. You're a danger to yourself and everyone around you right now, kid!"

"Save it, Fury!" Peter said aggressively "You can either take me back or I can jump off the side of this boat and swim back."

Fury paused for a moment, apparently weighing up the pros and cons. After a second, he looked between Stillwell and Peter before turning to Rogers.

"Captain, escort Peter back to his home." Fury said finally "I'll see to it that his Aunt is informed."

"Yes sir." Rogers said, walking over to Peter and beginning to walk out, tossing back "Come on, Peter. I'll take you home."

"Thanks." Peter said as he walked out of the room, slouching slightly as he put his hands in his pockets.

It was time for him to get home.

...

Gargan sat in his office, an ice pack to his jaw. The nerve of that Parker kid, hitting _him!_ No one _ever_ hit MacDonald Gargan and got away with it. Hell, he'd once snapped a man's neck for _looking_ at him the wrong way. Then Stoner had got the nerve to stop Gargan giving the kid what was coming to him!

He slammed his left fist down on his desk, his knuckle catching on and shattering the glass ash tray on it. He stood up, grabbing one of the ties he had on the back of a chair for occasions where one was required, tying it around his bleeding hand. He felt a sharp pain as he tightened it, looking down and seeing an irregular protrusion under the tie.

He unwrapped it, seeing a piece of glass from the ash tray sticking out of the wound. He gripped the piece of glass between two fingers and tightly clenched his teeth as he pulled it out. He tossed the blood covered shard into the waste paper bin before wrapping his hand in the tie again, watching as the blue slowly shifted colour to a deep red.

He growled in annoyance. It was all that Parker kid's fault. He was screwing everything up, all the power and control at SHIELD that Gargan had worked on. The kid had done it in a day and Gargan intended to make him pay in blood.

...

Peter sat in the helicopter, across from Rogers. They'd been sat there in silence since leaving the SHIELD carrier. Once or twice, it had looked like Rogers was about to say something, but, clearly, he was assuming Peter blamed Fury for his parents' deaths; it wasn't exactly too far a stretch, given Fury's virtual evasion of the question.

"He wasn't involved, you know." Rogers said, as if reading Peter's mind "Fury, he's spoke about your father before. They were friends. Heck, I'd bet that _he_ probably _ran_ the investigation into potential foul play."

"He didn't tell me any of that." Peter said, refusing to make eye contact with Rogers "My Aunt and Uncle should have mentioned the possibility."

"They might not have known." Rogers said, putting his two hands together as he lent forward "Listen to me, Peter. Nick Fury is a lot of things, but a murderer is not one of them. To be honest, the _only_ person at SHIELD I'd ever suspect of that is Gargan. From what I've heard of your father? He was the best of them. The question is, what do you want to hold on to; the possibility that your parents were murdered or that your father was one of the best men that anyone at SHIELD ever worked with? I don't know about you, but I know which one I'd want to hold onto."

Peter paused. Rogers was the poster boy for the whole freaking country, and he was saying that Peter's father had been one of the best men at SHIELD, without even knowing him? That must've been one hell of an impression that had been left on Fury and the others there.

"I'll give Fury a chance, but on my terms." Peter finally spoke up "First off, I'm not going back there. Second, I want everything my father ever worked on. Finally, I want _your_ assurance that I'm not going to have some super spy femme fatale keeping an eye on me 24 seven."

"My assurance?" Rogers said, looking surprised "Why would you want _my_ assurance?"

"You're Captain America." Peter said, smirking as he looked out the window "Everyone knows you always keep your promises. So, have we got a deal?"

"I can't promise all your father's work." Rogers answered honestly "What I can promise is to do what I can. Deal?"

Peter paused, before turning back to Rogers with a grin, gripping the outstretched hand.

"Deal."

**...**

**Okay, so, that's Chapter Three. I'm deliberately pacing things out here; Peter's going to get to the stage where he'll become Spider-man, but he's got some growing to do first. Hopefully, I'll be able to debut him as Spider-man in Chapter Four, and if I don't manage that, it **_**will**_** happen in Chapter Five. And yes, Gargan's new little vendetta **_**will**_** show up in this arc; I think it's obvious who Spidey's first super villain will be. R&R, please, no flames.**


	4. Friendly Neighbourhood Spiderman

Peter sat in his room in the apartment. In the two weeks since he'd left the SHIELD carrier, he'd been sent a number of packages containing papers pertaining to his father's research. Of course, he was sure it wasn't all of it; notes from both Fury and Stillwell had confirmed that to be impossible. Something to do with classified material and security issues.

What Peter did have, however, was something to work on; his father had been developing an adhesive formula, apparently to be used in conjunction with the spider based super soldier formula. Peter wasn't exactly government scientist level in his scientific prowess, but he was smart enough to take two designs and put them together. He'd spent the last six days and about 400 dollars on trying to combine the adhesive formula with the aerosol system that his father had developed in college.

So far, he'd come up with about half a dozen different viscosities of the adhesive. Some of them were producing highly sticky strands when fired from the aerosol system, others were coming out as single strands that attached to things in a kind of web pattern. When he tested the attached strands, they were strong; he struggled to snap them, even with the enhanced strength he had from the formula, well, both formulas, as apparently, the formula in Rogers' system had sort of 'bred' with Peter's father's formula, granting him a strength level greater than would've been found in either formula alone.

He grabbed the pair of tweezers beside him, gently beginning to work on the wiring for the mechanism on the launcher for the adhesive. As he leaned forward, in front of the tiny red aerosol container and launcher mechanism so he could see what he was doing, he began to hear the ringing from before, coming from the direction of the launcher.

He quickly jerked his head back, right before a blob of the adhesive fired from the launcher, hitting the wall and exploding into a kind of web. He looked between the launcher and the web. After a moment, he pulled up the red aerosol cartridge out of the launcher and replaced it with one of the blue ones beside him. He picked up the launcher, the trigger mechanism snapping back into the silver launcher, giving it the appearance of a standard silver bracelet once he pressed the flap above the aerosol container down.

He paused for a second before snapping the launcher onto his right wrist, flicking it, causing the trigger mechanism to flip down into the palm of his hand while the launcher mechanism popped up slightly, the aerosol nozzle barely visible at the front. At least that part worked properly. He'd just have to hope for no more misfires.

He flicked his wrist back, the nozzle popping down while the trigger snapped back into the main structure. He looked over to the other one he'd built earlier that was sat on his bedside table, looking at it for a moment before snapping it on his left wrist. He walked over to his wardrobe, grabbing a red hooded jacket out of it, putting it on over his blue t-shirt, zipping it up about three quarters of the way.

He moved over to the pair of red converse by his door, removing his socks before putting the shoes on. He'd made tiny perforations in the soles of the shoes, allowing the tiny hairs on the bottoms of his feet to go through, letting him cling to walls as if he didn't have shoes on. He grabbed the pair of blue gloves he'd made the same modifications to and put them on, carefully making sure there was room for the triggers to flip into the gloves and a small gap for the adhesive to fire through. Finally, he grabbed the black balaclava at the top of his wardrobe, putting it on, followed by some ski goggles, before pulling up his hood.

He moved over to the bedroom door, double checking it was locked. He didn't want to have Deborah walk in and find him gone. Odds were, she'd knock, get no response and assume he was sleeping. After all, he _had_ recently had major surgery after being hit by a car.

He walked to the window, opening it and climbing up onto the window ledge before climbing out of the window, sticking to the wall. He sat there for a second, before looking at his left wrist.

"Okay, here goes." He said, closing his eyes before jumping off the wall, feeling the wind hitting him as he fell towards the street, the ringing coming from it getting louder and louder, while reaching towards the corner of the building across from him, opening his eyes and flicking his right wrist, trying to hit the trigger mechanism "Come on, come on."

A second before he hit the ground, he flicked his right wrist and hit the trigger with his two middle fingers, a strand of the adhesive firing and attaching to the building. He released the trigger and grabbed the line, beginning to swing from it, a ringing coming from the direction of the building across from him. He waited until he was about eight feet away from it before putting his legs out in front of him, catching onto the wall and coiling up like a spring before releasing and firing another line at the building across from him.

He whooped as he let go of the line, the momentum of the swing sending him hurtling upward before he began his dive, firing his next line about fifteen feet from the ground, lifting his legs in a kicking motion, his backside coming within inches of the pavement, his jeans pocket narrowly missing the road as he swung between a lorry and a cab travelling in opposite directions.

As he reached the apex of the swing, he released, his momentum carrying him at high speeds towards the tower across from him. He put his hands out, planning on clinging to the wall. As he reached the wall, he hit it at high speeds, feeling a dull pain in his chest and arms as he began to slide down the building, catching himself halfway down.

Using the ringing he got in his head, that... spider sense, was the key. He had to get that under control or he'd keep having botch jobs like that. He paused for a second before spring boarding off the wall, firing another line and swinging down the street, stopping on a wall as he heard something... someone, screaming.

He looked around for a moment before spotting the source; a group of about eight guys advancing on a dark haired woman, somewhere in her early to mid twenties, in a grey suit with a pencil skirt, all of the men carrying knives.

He stood up, bouncing off the wall and quickly swinging over to one of the roofs above the alley, flipping down onto the wall and slowly beginning to crawl down, trying to avoid being seen.

"Aww, come on sweetheart, don't be like that." One of the men said in a strong Australian accent, brandishing his knife at the woman "I promise, we won't hurt you. Much."

Peter paused for a second, quickly replacing the aerosol container in his left launcher with a red one from his pocket before springing off the wall and landing softly behind the group, raising a gloved finger in front of his mouth to the woman as he slowly advanced, grabbing one of the thugs from behind and delivering a cross chop to his throat, knocking him out and causing the other seven goons to turn around.

"Is this a private party, or can anyone join?" Peter quipped, smirking under the balaclava "You guys have _got_ to be the local chefs. I mean, the way you're holding those knives, you can't_ really_ know how to kill someone with them."

"Know enough to kill you, smartass." The lead thug said, brandishing his knife at Peter with an unhinged grin "You play nice and take it like a man, we'll make it quick."

"Funny, I was going to say the same to you." Peter said before raising his left wrist, flicking it and firing a blob of the adhesive at the goon's hand, propelling him back and attaching him to the wall by his hand, watching with a chuckle as the goon tried to free himself "Relax, smiley. It'll dissolve in about an hour. I think."

Peter stood there, the six remaining thugs apparently unsure what to do. Peter quickly jumped onto the wall to his left, firing a couple of blobs at the far left and far right goons, attaching them to the walls before Peter sprung off it, kicking the centre thug in the gut as he punched the centre left thug in the jaw, feeling it crack as the man was floored.

"Okay, we're going, we're going." The left thug out of the two who remained the one with the Australian accent, said "Just please, don't hurt us."

"Would it have stopped you if she said that?" Peter asked, staring at the goon, before he began hearing a ringing from behind him, ducking under the attempted stab by the thug he'd hit in the gut, springing up with an uppercut, knocking the man out "I want you to put the word out. I want you to tell your friends that they had better stay out of New York. It's under _my_ protection now. You understand me?"

"Yeah, yeah, whatever you say man." The thug said, before Peter raised his left wrist again, quickly firing blobs at the remaining goons to the wall before webbing up the Australian thug's mouth.

"Sorry about that, I can't stand idiots talking." Peter said, smirking at his own quip as he helped the woman up "Are you okay?"

"Please, just... just take it and go." The woman said, thrusting her purse at Peter "Just don't hurt me?"

Peter froze. He'd just saved this woman and she _still_ thought that _he_ was one of the bad guys? Did he look that much like a gang member.

"Sorry lady, I don't take tips." Peter said, quickly switching the left aerosol with a blue one once again before running up the wall and springing off it, firing a line at the building across from him and calling back "Kind regards, your friendly neighbourhood Spider-man!"

He swung back through the city, going full circle before clinging to the wall outside his apartment window. He quickly crawled back into the window, pulling down his hood before removing the goggles and balaclava.

Friendly neighbourhood Spider-man? That was the best he could think of? He was able to beat up eight armed guys with his bare hands and just some adhesive compound, but all he could call himself was 'Spider-man?' That sucked.

He could see the headlines; there had been 'Iron Man saves city,' 'Captain America stops missile' and now it was going to be 'Spider-man webs muggers.' It just didn't compare. Then again, it was no more horrific than the outfit; he needed something cool, so that attention would be taken off of the fact that he sounded like a comic book character.

He paused for a minute, pulling off the gloves and jacket, sitting in the chair by his desk. He had to come up with some kind of costume. He reached over to the desk, grabbing a note pad and pen, beginning to sketch ideas.

...

Gargan laid in his bed onboard the SHIELD carrier, tossing a baseball against the ceiling and catching it as it came back down. He was sick of waiting for the call telling him the formula was ready to be tested; he just wanted to be able to get out and kick some ass!

He sat round in his bed, running his left hand down his face. Sleeping was getting harder and harder, too much noise. Honestly, sometimes, he wished he was the only person in the place. He walked over to the other wall, turning on the light. He moved to his desk, grabbing the old gameboy on it and turning it on.

He laid there for about twenty minutes, playing mario, before finally getting sick of it and hurling the handheld at the wall, causing it to break and fall to the floor in pieces. He grumbled to himself before hearing a knock at his door. He walked over to it, opening the door and seeing Lieutenant Black stood there.

"Forgotten our arrangement, Mac?" She said with a wry grin as she slowly undid the zipper on the front of her jumpsuit "I didn't."

"Go away." He said simply, going to shut the door and being stopped by her foot in the door "Seriously, Black, I'm not in the mood."

"Well, I am." She said, walking in and moving close "Go on, you know you want to."

"I said f*** off!" He said, shoving her out the door and slamming it shut.

Normally, he'd be all for it. Right now, though, he just couldn't be asked. He moved over to the desk, picking up his cell and flicking through his texts. One from his mother, one from Stoner and a few from other random individuals. After a second, the intercom chimed.

"Go on." He said as he pressed the button.

"Major Gargan, you're required in the lab." The voice of Stillwell came from the intercom, the excitement evident in his voice "It's time."

**...**

**Okay, so there's chapter four. I decided on this kind of chapter as, simply put, I wanted to see some Spidey action and it did fit in. As far as the webshooter design goes, I wanted him to have webshooters he can wear inconspicuously as Peter Parker as well as Spider-man. Next chapter, he'll have his proper costume and we'll see the experiment on Gargan; I think we all know this won't end well. R&R, please, no flames.**


	5. The Shocker, the mall and the psycho

Gargan laid on the table in the lab, restraints tied around his wrists. He'd been told to expect extreme pain from the procedure as it rewrote elements of his DNA and caused shifts in his musculature. There were half a dozen men in SHIELD uniforms with G36C's stood around the room, ready to pull the trigger on him if things went south. Stood beside the two guards by the door were Fury and Stoner, Stoner in his typical uniform while fury wore a black sweater and black combats.

He looked to the corner, where Rogers stood in his blue uniform with a white star on the chest and red and white stripes going vertically around his abdominal area, stopping at the red tinted leather belt. Along with the body suit was a pair of red combat gloves and red tinted combat boots, the circular outline of a shield visible on his back, the mask of the uniform was down behind his head, the metal inlay slightly visible within in.

"Are you ready, Major?" Stillwell said, walking over to Gargan, a large gun style syringe in his hand.

"Just do it." Gargan said, looking up at the ceiling before Stillwell put a cloth in Gargan's mouth.

"Good luck." Stillwell said simply, pressing the gun to Gargan's arm and pulling the trigger, the red fluid inside rapidly being ejected as Gargan felt a sharp pain in his arm.

First, there was nothing besides that. Then, it started. He felt like his muscles were tearing off his bones, like he had to move, to get out of the restraints, or he'd be left some kind of quadriplegic. He began to pull up with both arms, hard. First, there was nothing. Then, the metal restraints began to creak as they buckled, eventually snapping off, Gargan ripping the restraints off of his legs before jumping up off the table.

He had only one urge; escape. It was overriding everything, his cognitive processes, his sense of right and wrong, everything. He looked around the room before fixating on Fury and Stoner, charging at them.

"Open fire!" Fury said to the soldiers, before being smacked in the jaw by Stoner.

"Delay that order!" Stoner said as Fury wiped a small trickle of blood from his lip "Rogers, go!"

"Yes sir." Rogers said, charging at Gargan and tackling him to the ground "Sorry about this Major, but it's for your own good."

Gargan growled at Rogers, a feral growl. As he did, he punched Rogers in the face, hard, Rogers being knocked off of Gargan and spitting out blood. Rogers pulled his mask over his face, leaving only his mouth and eyes exposed, an 'A' on his forehead and a pair of wing like images on the sides of his temples.

Gargan began to charge at Rogers. Rogers grabbed the shield from his back, putting it on his left arm. As he did, he swung it back, putting his right arm in front of him. As the back swing hit its peak, Rogers swung the left arm back forward, the shield flying in a red, white and blue blur from his left arm as his two hands clapped together, the shield hitting Gargan in the face, knocking him out, then ricocheting, bouncing off of the wall beside the guard to Fury's right before returning to Rogers, who caught it and put it back on his back.

"Done." He said, pulling back his mask.

"A little brutal, Rogers." Stoner said coldly.

"I don't know, I think Cap did a good job." Fury said, scowling at Stoner "How the hell do you know he won't still be like that when he wakes up?"

"I don't, but you're _not_ killing him!" Stoner said, returning the scowl.

"Fine, but he kills someone, it's on your head." Fury said, turning and walking out of the lab, Rogers following him shortly after.

...

**Three Weeks Later.**

Peter sat in his bedroom. He'd spent the last few weeks designing and then making a costume. Now, he stood, looking at himself in the full body mirror. He looked good, even if it was skin tight and a little too revealing, to the degree he'd decided to wear a cup like he'd used to wear in gym class. Showed off his abs well though.

Predominantly, the costume was red. The only exceptions came on the fingers, mask and shoulders, which were black, the shoulder section extending in a triangle that went midway down his back. The large, almost oval shaped eyes, with points on the top outsides, were covered by thing layers of red fabric over the mirrored lenses. In the centre of his chest was a large, black spider, the same symbol in the middle of the triangle on his back in red. The whole thing was rather seamless, even the reds and blacks blending in almost perfectly.

He flicked his wrist, observing the slight raising where the device on his wrist, that he'd nicknamed 'web-shooters' opened the thin gap he'd left for his 'webs' to fire from. He returned his wrist to its usual position, watching the web-shooter pop back down under the fabric. He lifted the top half of his costume at the waist, checking the metallic belt underneath, making sure that the cartridges for the shooter were all there, a good mix of blue line fluid and red impact fluid cartridges were in the belt.

He pulled the shirt down. As he did, he checked inside his gloves, making sure there were no obstructions on the web-shooters and that they were both loaded with blue cartridges. It could be... problematic otherwise.

He moved over to the window, opening it before hopping outside, clinging onto the wall outside and trying to decide what to do. He'd been working on fine tuning his spider-sense and it worked... sort of. He could get a general direction of where danger was coming from, though pinpointing it was still a no go. When he actually considered it, all he'd managed to do was tune it to be a bit more long range to give him a little more reaction time.

After pondering for a moment, he fired a web line to the building across from him and began to swing through the city. It was time to go and look for trouble.

...

Gargan sat in the SHIELD helicopter, awaiting drop off, smoking a cigarette as they flew. He'd been ordered to go in with half a dozen SHIELD commandos to deal with some hostage taker in a mall with some advanced tech, Sherman Skull, or something like that. Stoner had decided it was an effective test of his battle capabilities with the super soldier formula in his system.

After a moment, he stood up, moving to the back of the vehicle and pressing the button to open the cargo doors. He grabbed a parachute, looking at the mall below. They were directly above the skylight. He pulled a parachute from the rack to his left and put it on, the straps covering the scorpion emblems in the position both breast pockets would go on the SHIELD bodysuits normally.

"See you ass holes later." He said, before jumping out of the vehicle and diving towards the skylight.

...

Peter swung through the city, looking for trouble. After a couple of minutes, he clocked something interesting; a group of police squad cars, all heading in the same direction. He hesitated for a second, taking a respite on the wall of a building by the road before firing a web line and beginning to follow them.

After about thirty seconds, he noticed where they were heading; the mall roughly in the middle of the city, a military helicopter hovering over it. He didn't have to be told it was a big deal at that sight; no way the military would be there if it wasn't.

He swung towards the helicopter, clinging to the bottom of it. He attached a web line to it and began to slowly descend upside down. He could see a group of people inside, all standing with their hands on their heads, another group stood there with assault rifles and one who was apparently unarmed, all in skin tight navy blue bodysuits. In the middle, was a caucasian guy with black hair, wearing a red and yellow bodysuit with a couple of guns that looked like they belonged in Star Trek apparently attached to his gloves. On his head was a pair of head phones and some goggles.

Sonics.

Peter released the web, letting himself drop, re-orienting himself to kick the guy with the head phones in the face. Peter flipped back as he did, landing in a kind of crouch, his right leg under him while his left was out to the side, his left hand keeping him balanced with his right hand out behind him.

"This party free entry or do I need a ticket?" He said sarcastically as the man stood up, pointing the guns at him "Ooh, are you saying I can have a go with your little toys? Well, I suppose, since you insist..."

Before the man could react, Peter fired a couple of webs at the man, yanking on the guns and pulling him hard, the man hitting the floor with a violent thud, the guns cracking slightly at the impact.

"Oh, I'm sorry, did I break your toys?" Peter said, before hearing the sounds of guns being prepared to fire behind him "Oh, looks like your buddies want a turn too. If you'll excuse me, Spock."

Peter flipped backwards, his spider-sense ringing from all directions as bullets flew everywhere, as he narrowly avoided each shot. As he landed, he grabbed the barrels of the two guys closest to him, yanking hard and forcing the men to butt heads before he threw them to the ground, knocking them out. As he did, his spider-sense went off, Peter dodging backwards just in time to avoid a shot to his head that impacted just to the left of the head of a hostage.

"Hey, watch where you're shooting!" Peter said, kicking the man who'd fired in the face before elbowing the man to his left in the jaw then flipping up, kicking the final two gunmen in their jaws, before turning to the unarmed man and almost gasping "Wait... Gorgon, right? I'm sorry, I don't waste my time remembering idiot's names."

Gargan sneered, charging at Peter and tackling him to the floor, only to be kicked off as Peter flipped up into the air. Peter landed with almost ballerina-esque grace as Gargan face planted the ground, getting up and growling at Peter.

"You'll pay for that, kid." He sneered, charging again, being met with a web line to his left foot that tripped him up, causing him to face plant again.

"Yeah, really looks that way." Peter said sarcastically "Seriously, it's seven armed guys and one over muscled brute against a kid in a unitard and you _still_ can't beat me? Wow, you really are a loser."

"Wrong, kid." Gargan said, picking himself up "I got the formula, the _improved_ formula. I'm stronger, faster, _better_ than you."

"No you're not, cos I've got news for you, Ronald MacDonald." Peter said, charging at Gargan and smacking him round the face hard "A loser posing as a super soldier is still a freaking loser!"

With that, Peter smacked Gargan down, knocking him to the floor, where he struggled to stand up before falling back down. Peter turned to the hostages, who were slowly standing up, lowering their hands to their sides. After a moment, a man with a greying flat top and almost Hitler-esque moustache in a grey suit picked up a can and hurled it at Peter, who narrowly dodged it.

"You see that?" The man said, his voice loud and angry "Spider-man just beat up the rescue team! He's a criminal! Probably in cahoots with the guy who took us hostage!"

"Yeah, because I'd really have saved you if I was." Peter said, his voice full of sarcasm as he spoke, just before narrowly avoiding being hit as the crowd began pelting him with fruits, vegetables and cans "Hey, come on! I just saved you."

"Wrong, you just stopped us being saved!" The man with the flat top yelled at Peter "Come on, what are your demands?"

"You mean other than you stop throwing stuff at me?" Peter said, continuing to dodge the onslaught of groceries "Seriously, why would I have demands?"

"Like you don't know who I am, what you could get for me." The man said, clearly expecting peter to know who he was "I'm J Jonah Jameson, you idiot, owner, publisher and editor-in-chief of the Daily Bugle!"

"That's great, JJ. Guessing you want a quote then. How's this?" Peter said, his sarcastic tone drowned out by the sound of the angry crowd as he fired a web line up, preparing to yank himself up on it "You're welcome!"

Before he could get a response from Jameson, Peter pulled hard on the web while jumping in the air, sending him hurtling upwards, catching himself on the helicopter above before spring boarding off it and beginning to swing away from the mall.

He couldn't believe it. He'd saved their lives and then that _idiot_ had gone and branded him a criminal! Him! The guy who'd just stopped them being killed by the Captain Kirk wannabe, super psycho Gargan and his merry trigger happy toy soldiers!

Some people were just so ungrateful.

**...**

**Okay, so here we have it. Peter Parker's Spider-man, Mac Gargan's on his way to becoming the super villain we all know him to be and I gave Shocker a little appearance; he's one of those bad guys who just lends himself to being a joke. As for JJ, I am not planning for him to be a regular character here, but plans can change if they don't fit the story. R&R, please, no flames.**


End file.
